AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                               PECO ENERGY COMPANY


     ARTICLE I. The name of the Corporation is:

                               PECO ENERGY COMPANY


     ARTICLE II. The address of the registered office of the Corporation in this
Commonwealth is:

                               2301 Market Street
                        Philadelphia, Pennsylvania 19101


     ARTICLE III. The purpose or purposes for which the Corporation is
incorporated under the Business Corporation Law of the Commonwealth of
Pennsylvania are to engage in, and do any lawful act concerning, any or all
lawful business for which corporations may be incorporated under said Business
Corporation Law, including but not limited to:

          (1) The supply of light, heat or power to the public by any means.

          (2) The production, generation, manufacture, transmission,
     transportation, storage, distribution or furnishing of natural or
     artificial gas, electricity or steam or air conditioning or refrigerating
     service, or any combination thereof to or for the public.

          (3) The diverting, pumping or impounding of water for the development
     or furnishing of hydroelectric power to or for the public.

          (4) Manufacturing, processing, owning, using and dealing in personal
     property of every class or description, engaging in research and
     development, the furnishing of services, and acquiring, owning, using and
     disposing of real property of every nature whatsoever.


                                   ARTICLE IV.
                                  CAPITAL STOCK

          The aggregate number of shares which the Corporation shall have
     authority to issue is 515,000,000 shares, divided into 500,000,000 shares
     of Common


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Stock, without par value (hereinafter called the "Common Stock"), and 15,000,000
shares of Series Preferred Stock, without par value (hereinafter called the
"Preferred Stock"). The board of directors shall have the full authority
permitted by law to determine the voting rights, if any, and designations,
preferences, limitations, and special rights of any class or any series of any
class of the Preferred Stock that may be desired to the extent not determined by
the articles.

     The following is a statement of the voting rights, designations,
preferences, limitations, and the special rights granted to or imposed upon the
Common Stock and the Preferred Stock:

                                     PART 1
                                 PREFERRED STOCK

                                   DIVISION A
                               GENERAL PROVISIONS

     Section 401. Issuance of Preferred Stock in Series. The shares of the
Preferred Stock may be divided into and issued in series, from time to time, as
provided in this division, each of such series to be distinctly designated. All
shares of the Preferred Stock of all series shall be of equal rank and all
shares of any particular series of the Preferred Stock shall be identical except
as to the date or dates from which dividends thereon shall he cumulative as
provided in Section 402. The shares of the Preferred Stock of different series
may vary as to the following terms, which shall be fixed in the case of each
such series, at any time prior to the issuance of the shares thereof, in the
manner provided by law:

          (1) The annual dividend rate or rates for the particular series and
     the date from which dividends shall be cumulative on all shares of such
     series issued prior to the record date for the first dividend for such
     series;

          (2) The redemption price or prices, if any, for and any special terms
     and conditions applicable to the redemption of the particular series;

          (3) The amount or amounts per share for the particular series payable
     to the holders thereof upon any voluntary or involuntary liquidation,
     dissolution or winding up of the Corporation, which may be different for
     voluntary and involuntary liquidation, dissolution or winding up;

          (4) The terms and amount of any sinking fund provided for the purchase
     or redemption of shares of the particular series; and

          (5) The conversion, participating or other special rights, and the
     qualifications, limitations or restrictions thereof, if any, of the
     particular series, including any features necessary or customarily incident
     to the issue and reissue of series having auction or other variable annual
     dividend rates.

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     Section 402. Dividend Rights and Preferences.
                  --------------------------------

     (A) The holders of each series of the Preferred Stock at the time
outstanding shall be entitled to receive, but only when and as declared by the
board of directors, out of funds legally available for payment of dividends,
cumulative preferential dividends, at the annual dividend rate for the
particular series fixed therefor as provided in this part, payable quarterly on
the first days of February, May, August and November in each year, to
shareholders of record on the respective dates, not exceeding 40 days preceding
such dividend payment dates, fixed for the purpose by the board of directors. No
dividends shall be declared on any series of the Preferred Stock in respect of
any quarterly dividend period unless there shall likewise be declared on all
shares of all series of the Preferred Stock at the time outstanding, like
proportionate dividends, ratably, in proportion to the respective annual
dividend rates fixed therefor, in respect of the same quarterly dividend period,
to the extent that such shares are entitled to receive dividends for such
quarterly dividend period. The dividends on shares of all series of the
Preferred Stock shall be cumulative. In the case of all shares of each
particular series, the dividends on shares of such series shall be cumulative:

          (1) if issued prior to the record date for the first dividend on the
     shares of such series, then from the date for the particular series fixed
     therefor as provided in this part;

          (2) if issued during the period commencing immediately after a record
     date for a dividend and terminating at the close of the payment date for
     such dividend, then from such dividend payment date; and

          (3) otherwise from the quarterly dividend payment date next preceding
     the date of issue of such shares;

so that unless dividends on all outstanding shares of each series of the
Preferred Stock, at the annual dividend rate and from the dates for accumulation
thereof fixed as provided in this part shall have been paid for all past
quarterly dividend periods, but without interest on cumulative dividends, no
dividends shall be paid or declared and no other distribution shall be made on
the Common Stock, and no Common Stock shall be purchased or otherwise acquired
for value by the Corporation. The holders of the Preferred Stock of any series
shall not be entitled to receive any dividends thereon other than the dividends
referred to in this section.

     (B) Notwithstanding Subsection (A), the annual dividend rate of a series of
the Preferred Stock may vary from time to time dependent upon facts
ascertainable outside of these articles of incorporation if the manner in which
the facts will operate to fix or change the dividend rate is set forth in the
express terms of the series or upon terms incorporated by reference to an
existing agreement between the Corporation and one or more other parties or to
another document of independent significance, interest or other compensation may
be payable with respect to cumulative dividend arrearages and the dividend
payment dates of a series having auction or other variable annual dividend rates
may vary from time to time as provided by or pursuant to the express

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terms of the series by not more than 47 days before or after the fixed dividend
payment dates provided in Subsection (A).

     (C) So long as any shares of the Preferred Stock of any series are
outstanding, the Corporation shall not pay any dividends on or make any other
distribution to the holders of shares of its Common Stock if after giving effect
to such payment or distribution the capital of the Corporation represented by
its Common Stock together with its surplus as then stated on its books of
account shall in the aggregate be less than the involuntary liquidating value of
its outstanding Preferred Stock.

     Section 403. Redemption.
                  ----------

     (A) General Rule. Unless prohibited or restricted in the express terms of
the affected series of the Preferred Stock, the Corporation, by action of its
board of directors, may redeem the whole or any part of any series of the
Preferred Stock, at any time or from time to time, at the redemption price of
the shares of the particular series fixed therefor as provided in this part,
together with a sum in the case of each share of each series so to be redeemed,
computed at the annual dividend rate for the series of which the particular
share is a part from the date from which dividends on such share became
cumulative to the date fixed for such redemption, less the aggregate of the
dividends theretofore or on such redemption date paid thereon or declared and
set aside for payment thereon.

     (B) Notice. Notice of every such redemption shall be given by publication
at least once in a daily newspaper printed in the English language and of
general circulation in the city of Philadelphia, Pennsylvania, and in a daily
newspaper printed in the English language of national circulation, the first
publication in such newspapers to be at least 30 days and not more than 90 days
prior to the date fixed for such redemption. At least 30 days' and not more than
90 days' previous notice of every such redemption shall also be mailed to the
holders of record of the shares of the Preferred Stock so to be redeemed, at
their respective addresses as the same shall appear on the books of the
Corporation; but no failure to mail such notice nor any defect therein or in the
mailing thereof shall affect the validity of the proceedings for the redemption
of any shares of the Preferred Stock so to be redeemed.

     (C) Partial Redemption. In case of the redemption of a part only of any
series of the Preferred Stock at the time outstanding, the Corporation shall
select by lot or pro rata, in such manner as the board of directors may
determine, the shares so to be redeemed, unless another method of selection is
required or authorized by the express terms of the series. The board of
directors shall have full power and authority, subject to the limitations and
provisions contained in this part, to prescribe the manner in which and the
terms and conditions upon which the shares of the Preferred Stock shall be
redeemed from time to time.

     (D) Effect of Redemption. If such notice of redemption shall have been duly
given by publication, and if on or before the redemption date specified in such
notice all funds necessary for such redemption shall have been set aside by the
Corporation,

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separate and apart from its other funds, in trust for the account of the holders
of the shares to be redeemed, so as to be and continue to be available therefor,
then, notwithstanding that any certificate for such shares so called for
redemption shall not have been surrendered for cancellation, from and after the
date fixed for redemption, the shares represented thereby shall no longer be
deemed outstanding, the right to receive dividends thereon shall cease to accrue
and all rights with respect to such shares so called for redemption shall
forthwith on such redemption date cease and terminate, except only the right of
the holders thereof to receive, out of the funds so set aside in trust, the
amount payable upon redemption thereof, without interest, except that the
Corporation may, after giving notice by publication of any such redemption as
provided in Subsection (B) or after giving to the bank or trust company referred
to in this subsection irrevocable authorization to give such notice by
publication, and, at any time prior to the redemption date specified in such
notice, deposit in trust, for the account of the holders of the shares to be
redeemed, funds necessary for such redemption with a bank or trust company in
good standing, organized under the laws of the United States of America or of
the Commonwealth of Pennsylvania, doing business in the city of Philadelphia,
Pennsylvania, having capital, surplus and undivided profits aggregating at least
the greater of $2,000,000 or two times the amount of such deposit, designated in
such notice of redemption, and, upon such deposit in trust, all shares with
respect to which such deposit shall have been made shall no longer be deemed to
be outstanding, and all rights with respect to such shares shall forthwith cease
and terminate, except only the right of the holders thereof to receive, out of
the funds so deposited in trust, from and after the date of such deposit, the
amount payable upon the redemption thereof, without interest. Notice of such
right shall be included in the notice of redemption provided for in Subsection
(B).

     (E) Purchase Rights Unaffected. Nothing contained in this section shall
limit any legal right of the Corporation to purchase or otherwise acquire any
shares of the Preferred Stock at not exceeding the price at which the same may
be redeemed.

     (F) Status of Reacquired Shares. All or any shares of the Preferred Stock
at any time redeemed, purchased or acquired by the Corporation may thereafter,
in the discretion of the board of directors, be reissued or otherwise disposed
of at any time or from time to time to the extent and in the manner then
permitted by law, subject, however, to the limitations imposed in this part upon
the issue of Preferred Stock or upon the reissue of the shares of any particular
series, or may be restored to the status of authorized but unissued shares.

     Section 404. Liquidation Rights and Preferences. Before any amount shall be
paid to, or any assets distributed among, the holders of Common Stock upon any
liquidation, dissolution or winding up of the Corporation, the holders of each
series of the Preferred Stock at the time outstanding shall be entitled to be
paid in cash the amount for the particular series fixed therefor as provided in
this part, together with a sum in the case of each such share of each series,
computed at the annual dividend rate for the series of which the particular
share is a part, from the date from which dividends on such share became
cumulative to the date fixed for the payment of such distributive amount, less
the aggregate of the dividends theretofor or on such date paid

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<PAGE>
thereon or declared and set aside for payment thereon; but no payments on
account of such distributive amounts shall be made to the holders of any series
of the Preferred Stock unless there shall likewise be paid at the same time to
the holders of each other series of the Preferred Stock at the time outstanding
like proportionate distributive amounts, ratably, in proportion to the full
distributive amounts to which they are respectively entitled as provided in this
part. The holders of the Preferred Stock of any series shall not be entitled to
receive any amounts with respect thereto upon any liquidation, dissolution or
winding up of the Corporation other than the amounts referred to in this
section. Neither the consolidation or merger of the Corporation with or into any
other corporation or corporations, nor the consummation of any plan of share
exchange, nor the sale or transfer by the Corporation of all or any part of its
assets, by division or otherwise, shall be deemed to be a liquidation,
dissolution or winding up of the Corporation for the purposes of this section.

     Section 405. Restrictions on Corporate Action.
                  --------------------------------

     (A) Actions Requiring Two-Thirds Vote. So long as any shares of the
Preferred Stock of any series are outstanding, the Corporation shall not,
without the consent (given in writing or by vote at a meeting called for that
purpose in accordance with the provisions of Section 407(A)) of the holders of
shares of the Preferred Stock of all series then outstanding entitled to cast at
least two-thirds of the votes which all holders of Preferred Stock of all series
then outstanding are entitled to cast thereon:

          (1) Create or authorize any kind of stock (other than a series of the
     Preferred Stock) ranking prior to or on a parity with the Preferred Stock,
     or create or authorize any obligation or security convertible into shares
     of stock of any such kind; or

          (2) Amend, alter, change or repeal any of the express terms of the
     Preferred Stock or of any series of the Preferred Stock then outstanding in
     a manner prejudicial to the holders thereof, except that if any such
     amendment, alteration, change or repeal would be prejudicial to the holders
     of one or more, but not all, of the series of the Preferred Stock at the
     time outstanding, only such consent of the holders of shares of all series
     so affected entitled to cast at least two-thirds of the votes which all
     holders of shares of all series so affected then outstanding are entitled
     to cast thereon shall be required; or
          (3) Issue any additional shares of any series of the Preferred Stock,
     unless the net earnings of the Corporation applicable to the payment of
     dividends on the Preferred Stock, and unless the net income before interest
     charges on its indebtedness in each instance after provision for
     depreciation and taxes determined in accordance with generally accepted
     accounting principles, for any 12 consecutive calendar months within the 15
     calendar months immediately preceding the calendar month within which such
     additional shares of stock shall be issued, shall, respectively, have been
     at least two times the dividend requirements for a 12-month period upon the
     entire amount of the Preferred Stock to be outstanding immediately after
     the proposed issue of such additional shares of Preferred Stock (such
     dividend requirements to be

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<PAGE>
     determined, in the case of outstanding Preferred Stock having auction or
     other variable annual dividend rates, at the dividend rate in each case in
     effect immediately before the proposed issue, and in the case of additional
     shares of Preferred Stock having auction or other variable annual dividend
     rates to be outstanding immediately after the proposed issue of such
     additional shares of Preferred Stock, at the initial dividend rate for such
     additional shares) and at least one and one-half times the aggregate of
     such dividend requirements and of the interest charges for said period on
     the entire amount of the indebtedness to be likewise outstanding (such
     interest requirements to be determined, in the case of outstanding
     indebtedness having auction or other variable annual interest rates, at the
     interest rate in each case in effect immediately before the proposed
     issue); but excluding from each of the foregoing computations interest
     charges on all indebtedness which is to be retired through the issue of
     such additional shares of Preferred Stock; or

          (4) Issue any additional shares of any series of the Preferred Stock,
     unless the capital of the Corporation represented by its Common Stock
     together with its surplus as then stated on its books of account shall in
     the aggregate be at least equal to the involuntary liquidating value of the
     Preferred Stock to be outstanding immediately after the proposed issue of
     such additional shares of Preferred Stock.

     (B) Increases in Authorized Amount of Preferred Stock. So long as any
shares of the Preferred Stock of any series are outstanding, the Corporation
shall not, without the consent (given in writing or by vote at a meeting called
for that purpose in accordance with the provisions of Section 407(A)) of the
holders of the Preferred Stock of all series then outstanding entitled to cast
at least a majority of the votes which all holders of Preferred Stock of all
series then outstanding are entitled to cast thereon, increase the total
authorized amount of the Preferred Stock of all series. Except as otherwise
provided in the express terms of any series of the Preferred Stock, the number
of authorized shares of the Preferred Stock of any series may be increased
without the vote or consent of the holders of the outstanding shares of the
series affected, subject to the aggregate limit imposed by this article on the
authorized number of shares of the Preferred Stock of all series.
     (C) Mergers and Other Fundamental Transactions. So long as any shares of
the Preferred Stock of any series are outstanding, the Corporation shall not,
without the consent (given by a vote at a meeting called for that purpose in
accordance with the provisions of Section 407(A)) of the holders of the
Preferred Stock of all series present or represented by proxy at such meeting,
at which meeting a quorum as provided in Subsection (D) shall be present or
represented by proxy, entitled to cast at least a majority of the votes which
all holders of Preferred Stock of all series present or represented by proxy at
such meeting are entitled to cast thereon, merge or consolidate with or into any
other corporation or corporations, or divide, unless such merger, consolidation
or division, or the issuance and assumption of all securities to be issued or
assumed in connection with any such merger or consolidation, shall have been
ordered, exempted, approved or permitted by the Securities and Exchange
Commission under the provisions of the Public Utility Holding Company Act of
1935 or by any

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successor commission or regulatory authority of the United States of America
having jurisdiction in the premises. The provisions of this subsection shall not
apply to consummation of a plan of share exchange which does not affect holders
of the Preferred Stock, or to a purchase or other acquisition by the Corporation
of franchises or assets of another corporation in any manner which does not
involve a statutory merger or consolidation, or to a merger of any corporation
with and into the Corporation or to a division pursuant to any provision of law
which authorizes the Corporation without shareholder action to be the surviving
party to a statutory merger or division if the terms of the merger or division
do not alter any provision of the articles of the Corporation (except changes
that under applicable law and these articles of incorporation may be made
without shareholder action) nor otherwise affect its outstanding shares.

     (D) Quorum. For the purposes of Subsection (C), the presence in person or
by proxy of the holders of the Preferred Stock of all series then issued and
outstanding entitled to cast at least a majority of the votes which all holders
of Preferred Stock of all series then issued and outstanding are entitled to
cast shall be necessary to constitute a quorum, except that, if such quorum
shall not have been obtained at such meeting or at any adjournment thereof
within 30 days from the date of such meeting as originally called, the presence
in person or by proxy of the holders of the Preferred Stock of all series then
issued and outstanding entitled to cast at least one-third of the votes which
all holders of Preferred Stock of all series then issued and outstanding are
entitled to cast shall then be sufficient to constitute a quorum. In the absence
of a quorum, such meeting or any adjournment thereof may be adjourned by the
officer or officers of the Corporation who shall have called the meeting from
time to time (but at intervals of not less than seven days unless all
shareholders present or represented by proxy shall agree to a shorter interval)
without notice other than announcement at the meeting until a quorum as provided
in this subsection shall be present or represented by proxy. Nothing in this
subsection shall prevent the application to the Corporation of any provision of
law reducing or eliminating the quorum required at a meeting of shareholders
which has been previously adjourned because of an absence of a quorum.

     Section 406. Voting Rights.

     (A) General Rule. Each holder of Preferred Stock shall have the right to
vote in the election of directors of the Corporation. The holders of the
Preferred Stock shall have no other right to vote and shall not be entitled to
notice of any meeting of shareholders of the Corporation nor to participate in
any such meeting except as otherwise expressly provided in this section and
except for those purposes, if any, for which said rights cannot be denied or
waived under some mandatory provision of law which shall be controlling. In any
matter for which holders of Preferred Stock are entitled to vote, each holder of
Preferred Stock of each series shall be entitled to one vote or fraction
thereof, for each $100 or fraction thereof, of involuntary liquidating value
represented by the shares of Preferred Stock of such series held by each such
holder.

     (B) Voting Upon Default in Dividends. If and when dividends payable on the
Preferred Stock shall be in default in an amount equivalent to four full
quarterly

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dividends on all shares of all series of the Preferred Stock then outstanding,
and until all dividends then in default shall have been paid or declared and set
apart for payment, in lieu of the voting rights set forth in Section 406(A)
above, the holders of all shares of the Preferred Stock, voting separately as
one class, shall be entitled to elect the smallest number of directors necessary
to constitute a majority of the full board of directors, and the holders of the
Common Stock shall be entitled to elect the remaining directors of the
Corporation. The terms of office of all persons who may be directors of the
Corporation at the time shall terminate upon the election of a majority of the
board of directors by the holders of the Preferred Stock, whether or not the
holders of the Common Stock having voting rights for the election of directors
generally, shall then have elected the remaining directors of the Corporation.

     (C) Defeasance of Special Voting Rights. If and when all dividends then in
default on the Preferred Stock then outstanding shall have been paid or declared
and set apart for payment (and such dividends shall be declared and paid out of
any funds legally available therefor as soon as reasonably practicable), the
Preferred Stock shall thereupon be divested of any special right with respect to
the election of directors provided in Subsection (B), the voting power of the
Preferred Stock and the Common Stock shall revert to the status existing before
the occurrence of such default; but always subject to the same provisions for
vesting such special rights in the Preferred Stock in case of further like
default or defaults in dividends thereon. Upon the termination of any such
special right upon payment or setting apart for payment of all accumulated and
defaulted dividends on such Preferred Stock, the terms of office of all persons
who may have been elected directors of the Corporation by vote of the holders of
the Preferred Stock, as a class, pursuant to such special right shall forthwith
terminate, and the resulting vacancies shall be filled by the vote of a majority
of the remaining directors.

     (D) Vacancies During Special Voting Rights Periods. In the case any vacancy
in the office of a director occurring among the directors elected by the holders
of Preferred Stock, as a class, pursuant to the provisions of Subsection (B),
the remaining directors elected by the holders of Preferred Stock may elect, by
affirmative vote of a majority thereof, or the remaining director so elected if
there be but one may elect, a successor or successors to hold office for the
unexpired term of the director or directors whose place or places shall be
vacant. Likewise, except as otherwise provided by the express terms of any
series thereof as to directors which are not then elected by the Preferred
Stock, in case of any vacancy in the office of a director occurring among the
directors elected by the holders of Common Stock pursuant to the provisions of
Subsection (B), the remaining directors elected by the holders of the Common
Stock may elect, by affirmative vote of a majority thereof, or the remaining
director so elected if there be but one, may elect a successor or successors to
hold office for the unexpired term of the director or directors whose place or
places shall be vacant.

     (E) Special Meetings of the Holders of Preferred Stock. Whenever under the
provisions of Subsection (B), the right shall have accrued to the holders of the
Preferred Stock to elect a majority of directors, the board of directors shall
within ten days after delivery to the Corporation at its principal office of a
request to such effect signed by

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any holder of Preferred Stock entitled to vote, call a special meeting of all
shareholders to be held within 40 days from the delivery of such request for the
purpose of electing a majority of directors. At all meetings of shareholders
held for the purpose of electing such directors during such times as the holders
of shares of the Preferred Stock shall have the special right, voting separately
as one class, to elect directors pursuant to Subsection (B), the presence in
person or by proxy of the holders of Common Stock entitled to cast at least a
majority of the votes which all holders of Common Stock then issued and
outstanding are entitled to cast, shall be required to constitute a quorum of
such class or classes for the election of directors, and the presence in person
or by proxy of the holders of shares of all series of the Preferred Stock
entitled to cast at least a majority of the votes which all holders of Preferred
Stock of all series then issued and outstanding are entitled to cast shall be
required to constitute a quorum of such class for the election of directors,
except that the absence of a quorum of the holders of stock of either such class
or classes shall not prevent the election at any such meeting or adjournment
thereof of directors by the other such class or classes if the necessary quorum
of the holders of stock of such class or classes is present in person or by
proxy at such meeting. In the absence of a quorum of the holders of stock of
either such class or classes, those holders of the stock of such class or
classes who are present in person or by proxy entitled to cast at least a
majority of the votes which all holders of the stock of such class or classes
who are present in person or by proxy are entitled to cast shall have power to
adjourn the election of the directors to be elected by such class or classes
from time to time without notice other than announcement at the meeting until
the requisite amount of holders of such class or classes shall be present in
person or by proxy, but such adjournment shall not be made to a date beyond the
date for the mailing of notice of the next annual meeting of the Corporation or
special meeting in lieu thereof. Nothing in this subsection shall prevent the
application to the Corporation of any provision of law reducing or eliminating
the quorum required at a meeting of shareholders which has been previously
adjourned because of an absence of a quorum.

     (F) Relative Voting Rights as Between Series of the Preferred Stock. Except
when some mandatory provision of law shall be controlling and except as
otherwise provided in Section 405(A)(2) and, as regards the special rights of
any series of the Preferred Stock, as provided in the express terms of such
series, whenever shares of two or more series of the Preferred Stock are
outstanding, no particular series of the Preferred Stock shall be entitled to
vote as a separate series on any matter and all shares of the Preferred Stock of
all series shall be deemed to constitute but one class for any purpose for which
a vote of the shareholders of the Corporation by classes may be required.

     (G) General Powers of Corporation Unaffected. From time to time and without
limitation of other rights and powers of the Corporation as provided by law, the
Corporation may reclassify its capital stock and may create or authorize one or
more classes or kinds of stock ranking prior to or on a parity with or
subordinate to the Preferred Stock or may increase the authorized amount of the
Preferred Stock or the Common Stock or of any other class of stock of the
Corporation or may amend, alter, change or repeal any of the rights, privileges,
terms and conditions of the Preferred

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Stock or of any series thereof then outstanding or of the Common Stock or of any
other class of stock of the Corporation, upon the affirmative vote, given at a
meeting called for that purpose in accordance with law, of shareholders then
entitled to cast thereon at least a majority of the votes which all shareholders
voting thereon in person or by proxy are then entitled to cast thereon or upon
such other vote of its shareholders then entitled to vote thereon as may then be
provided by law.

     Section 407. Meetings of Holders of Preferred Stock. Notice of any meeting
of the holders of Preferred Stock or any series thereof (except for notices
relating to the election of directors, which notices shall be as set forth in
the Corporation's Bylaws), required or authorized under this part or by law,
setting forth the purpose or purposes of such meeting, shall be mailed by the
Corporation, not less than ten days prior to such meeting, to all holders of
Preferred Stock (at their respective addresses appearing on the books of the
Corporation) entitled to vote thereat of record as of a date fixed by the board
of directors of the Corporation, not exceeding 90 days in advance of such
meeting, for the purpose of determining the shareholders entitled to notice of
and to vote at such meeting, unless such notice shall have been waived, either
before or after the holding of such meeting, by all holders of Preferred Stock
entitled to notice thereof and to vote thereat. Any action authorized to be
taken at a meeting called for that purpose in accordance with the provisions of
this subsection may be taken either at a special meeting, or at any regular or
annual meeting if notice of such proposed action is included in the notice of
such regular or annual meeting.

     Section 408. Effective Date of Amendments to Part. Any amendment to this
part which requires governmental approval under 66 Pa.C.S. Ch. 19 (relating to
securities and obligations) or any superseding provision of law shall take
effect upon receipt of such governmental approval.


                                   DIVISION B
                   VARIATIONS AMONG SERIES OF PREFERRED STOCK

     Section 421. $4.40 Preferred Stock (Series 1). The terms of the "$4.40
Preferred Stock (Series 1)" may vary from shares of other series of the
Preferred Stock as follows: the dividend rate shall be $4.40 per annum; the
redemption price shall be $112.50 per share; $100 per share shall be payable
upon any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation. The number of shares of this series authorized is 274,720 shares.

     Section 422. $3.80 Preferred Stock (Series 2). The terms of the "$3.80
Preferred Stock (Series 2)" may vary from shares of other series of the
Preferred Stock as follows: the dividend rate shall be $3.80 per annum; the
redemption price shall be $106 per share; $100 per share shall be payable upon
any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation. The number of shares of this series authorized is 300,000 shares.

                                       11
<PAGE>
     Section 423. $4.30 Preferred Stock (Series 3). The terms of the "$4.30
Preferred Stock (Series 3)" may vary from shares of other series of the
Preferred Stock as follows: the dividend rate shall be $4.30 per annum; the
redemption price shall be $102 per share; $100 per share shall be payable upon
any involuntary liquidation, dissolution or winding up of the Corporation, and
upon any voluntary liquidation, dissolution or winding up of the Corporation
$102 per share shall be payable. The number of shares of this series authorized
is 150,000 shares.

     Section 424. $4.68 Preferred Stock (Series 4). The terms of the "$4.68
Preferred Stock (Series 4)" may vary from shares of other series of the
Preferred Stock as follows: the dividend rate shall be $4.68 per annum; the
redemption price shall be $104 per share; $100 per share shall be payable upon
any involuntary liquidation, dissolution or winding up of the Corporation, and
upon any voluntary liquidation, dissolution or winding up of the Corporation
$104 per share shall be payable. The number of shares of this series authorized
is 150,000 shares.

     Section 425. [Intentionally omitted]

     Section 426. [Intentionally omitted]

     Section 427. [Intentionally omitted]

     Section 428. [Intentionally omitted]

     Section 429. [Intentionally omitted]

     Section 430. [Intentionally omitted]

     Section 431. [Intentionally omitted]

     Section 432. $7.48 Preferred Stock (Series 24). The terms of the $7.48
Preferred Stock (Series 24), in respect in which shares of such series may vary
from shares of the other series of Preferred Stock shall be as follows:

          (A) The dividend rate of the $7.48 Preferred Stock shall be $7.48 per
     annum and March 30, 1993 shall be the date from which dividends shall be
     cumulative on all shares issued prior to the record date for the first
     dividend for the $7.48 Preferred Stock.

          (B) The Company will not redeem any shares of the $7.48 Preferred
     Stock prior to April 1, 2003. Thereafter, the redemption price (hereinafter
     referred to as the "Optional Redemption Price") of the $7.48 Preferred
     Stock, shall be at the applicable Optional Redemption Price per share set
     forth in the tabulation below (to which shall be added the sum

                                       12
<PAGE>
     equal to the accumulated and unpaid dividends, computed as provided in
     Section 403):

<TABLE>
<CAPTION>
If Redeemed During                 Optional                       If Redeemed During            Optional
  the 12 Months                   Redemption                        the 12 Months              Redemption
Beginning April 1,                   Price                        Beginning April 1,             Price
------------------                ----------                      ------------------           ----------
    <S>                            <C>                           <C>                           <C>
     2003                          $103.74                               2009                  $101.50
     2004                           103.37                               2010                   101.12
     2005                           102.99                               2011                   100.75
     2006                           102.62                               2012                   100.37
     2007                           102.24                        2013 and thereafter           100.00
     2008                           101.87

</TABLE>

          (C) The amount per share for the $7.48 Preferred Stock, payable to the
     holders thereof upon any voluntary or involuntary liquidation, dissolution
     or winding-up of the Company (to which shall be added a sum equal to
     accumulated and unpaid dividends, computed as provided in Section 404 of
     Article IV) shall be $100.

     Section 433. $6.12 Preferred Stock (Series 25). The terms of the $6.12
Preferred Stock (Series 25), in respect in which shares of such series may vary
from shares of the other series of Preferred Stock shall be as follows:

          (A) The dividend rate of the $6.12 Preferred Stock shall be $6.12 per
     annum and June 18, 1993 shall be the date from which dividends shall be
     cumulative on all shares issued prior to the record date for the first
     dividend for the $6.12 Preferred Stock.

          (B) The $6.12 Preferred Stock, shall be redeemable in part from time
     to time, on or after August 1, 1999, for the Sinking Fund hereinafter
     referred to, at a redemption price of $100.00 per share, together with a
     sum in the case of each such share so to be redeemed, computed at the
     annual dividend rate for the $6.12 Preferred Stock, from the date from
     which dividends on such share became cumulative to the date fixed for such
     redemption, less the aggregate of the dividends theretofore, or on such
     redemption date, paid thereon or declared or set aside for payment thereon
     (such price, including such sum equal to such accumulated and unpaid
     dividends, being hereinafter called the "Sinking Fund Redemption Price").

          (C) The amount per share for the $6.12 Preferred Stock, payable to the
     holders thereof upon any voluntary or involuntary liquidation, dissolution
     or winding-up of the Company (to which shall be added a sum equal to
     accumulated and unpaid dividends, computed as provided in Section 404)
     shall be $100.

                                       13

<PAGE>
          (D) As and for a Sinking Fund for the 927,000 shares constituting the
     $6.12 Preferred Stock, authorized hereby (and only for such shares), so
     long as any of such shares are outstanding, the Company will redeem on each
     August 1, commencing with August 1, 1999 (each such August 1 being
     hereinafter referred to as a "Sinking Fund Date") (i) 185,400 such shares
     (the Company's obligation to redeem such number of such shares on such
     Sinking Fund Date being hereinafter referred to as the "Sinking Fund
     Obligation" for such Sinking Fund Date), and (ii) at the option of the
     Company, an additional number of such shares, not exceeding 185,400 as the
     Board of Directors shall by resolution determine on or before the June 15
     next preceding such Sinking Fund Date but the exercise of such option by
     the Board of Directors shall not reduce or satisfy any subsequent Sinking
     Fund Obligation; provided, however, that the Sinking Fund Obligation for
     any such Sinking Fund Date may be reduced (or satisfied), at the option of
     the Company, by such number of such shares, theretofore acquired by the
     Company by purchase at a price not exceeding the Sinking Fund Redemption
     Price (and not theretofore applied in reduction or satisfaction of any
     Sinking Fund Obligation) as the Company, by resolution of its Board of
     Directors, may elect to apply in reduction or satisfaction of the Sinking
     Fund Obligation for such Sinking Fund Date; and provided, further, that the
     Company shall not redeem any such shares for the Sinking Fund unless all
     dividends on all series of Preferred Stock then outstanding for all past
     quarter-yearly dividend periods shall have been paid or declared and set
     aside for payment and unless such redemption is permissible under
     applicable law, but if the Company shall for the aforesaid reasons or any
     other reason fail to discharge its Sinking Fund Obligation for any Sinking
     Fund Date, such Sinking Fund Obligation, to the extent not discharged,
     shall become an additional Sinking Fund Obligation for each succeeding
     Sinking Fund Date until fully discharged.

          (E) Any redemption of the $6.12 Preferred Stock, for the Sinking Fund
     shall be accomplished in the manner and with the effect provided in Section
     403 of Article IV, and such redemption shall be at the Sinking Fund
     Redemption Price.

                                     PART 3
                                  COMMON STOCK

     Section 453. Voting Rights. At all meetings of the shareholders of the
Corporation the holders of Common Stock shall be entitled to one vote for each
share of Common Stock held by them respectively, except as otherwise expressly
provided in this article.

     Section 454. Dividend and Other Distribution Rights. Whenever full
dividends or other distributions on all series of the Preferred Stock at the
time outstanding having preferential dividend or other distribution rights shall
have been paid or declared and set apart for payment or otherwise made, then
such dividends (payable in cash or otherwise) or other distributions, as may be
determined by the board of directors may

                                       14
<PAGE>
be declared and paid or otherwise made on the Common Stock, but only out of
funds legally available for the payment of such distributions.

     Section 455. Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the Corporation, the assets and funds of the
Corporation available for distribution to shareholders, after paying or
providing for the payment to the holders of shares of all series of Preferred
Stock of the full distributive amounts to which they are respectively entitled,
as provided in this article, shall be divided among and paid to the holders of
Common Stock according to their respective shares.

                                     PART 4
                                     GENERAL

     Section 460. Preemptive Rights. Except as otherwise provided in the express
terms of any class or series of shares, or in any contract, warrant or other
instrument issued by the Corporation, no holder of shares of the Corporation
shall be entitled, as such, as a matter of right to subscribe for or purchase
any part of any issue of shares or other securities of the Corporation, of any
class, series or kind whatsoever, and whether issued for cash, property,
services, by way of dividends, or otherwise.

     Section 461. Amendments to Terms of Preferred Stock. If and to the extent
provided by the express terms of any series of the Preferred Stock, the board of
directors may, without the consent of the holders of the outstanding shares of
such series or of the holders of any other shares of the Corporation (unless
otherwise provided in the express terms of any such other shares), amend these
articles of incorporation so as to change any of the terms of such series.

     Section 463. Actions by Partial Consent. Any action required to be taken at
any annual or special meeting of shareholders of the Corporation, or any action
which may be taken at any annual or special meeting of such shareholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Prompt notice
of the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those shareholders who have not consented in
writing.

                                   ARTICLE V.
                                   MANAGEMENT

     The following provisions shall govern the management of the business and
affairs of the Corporation and the rights, powers or duties of its security
holders, directors or officers:

     Section 501. Effective Date of Article and Amendments Thereto. This article
and any subsequent amendments thereto which require governmental approval, if
any,

                                       15
<PAGE>
under 66 Pa.C.S. Ch. 19 (relating to securities and obligations) or any
superseding provision of law shall take effect upon receipt of such governmental
approval.

     Section 502. Classification of Board of Directors. The board of directors
of the Corporation shall be classified in respect of the time for which they
shall severally hold office as follows:

          (1) Each class shall be as nearly equal in number as possible.

          (2) The term of office of at least one class shall expire in each
     year.

          (3) Except as otherwise provided in Section 406(B), the members of
     each class shall be elected for a term of three years and until their
     respective successors shall have been elected and qualified, except in the
     event of their earlier death, resignation or removal.

     Section 503. Number of Directors. The number of directors of the
Corporation constituting the whole board and the number of directors
constituting each class of directors as provided by Section 502 shall be fixed
solely by resolution of the board of directors, except as otherwise provided in
the express terms of any class or series of Preferred Stock with respect to the
election of a majority of directors upon the occurrence of a default in the
payment of dividends or in the performance of another express requirement of the
terms of such Preferred Stock.

     Section 504. Straight Voting for Directors. The shareholders of the
Corporation shall not have the right to cumulate their votes for the election of
directors of the Corporation.

     Section 505. Liability of Directors and Officers. An officer of the
Corporation shall not be personally liable, as such, to the Corporation, and a
director of the Corporation shall not be personally liable, as such, for
monetary damages (including, without limitation, any judgment, amount paid in
settlement, penalty, punitive damages or expense of any nature (including,
without limitation, attorneys' fees and disbursements)) for any action taken, or
any failure to take any action, unless the director or officer has breached or
failed to perform the duties of his or her office under these articles of
incorporation, the bylaws of the Corporation or applicable provisions of law and
the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness.

     Section 506. Conduct of Officers. In lieu of the standards of conduct
otherwise provided by law, officers of the Corporation shall be subject to the
same standards of conduct, including standards of care and loyalty and rights of
justifiable reliance, as shall at the time be applicable to directors of the
Corporation.

     Section 507. Interpretation. The provisions of Section 505 shall not apply
to the responsibility or liability of a director or officer, as such, pursuant
to any criminal statute or for the payment of taxes pursuant to local, state or
federal law. The provisions of Sections 505, 506 and this section have been
adopted pursuant to the authority of

                                       16
<PAGE>
Sections 1721(e) and 1732(c) of the Pennsylvania Business Corporation Law of
1988, shall be deemed to be a contract with each director or officer of the
Corporation who serves as such at any time while Sections 505, 506 and this
section are in effect, and Sections 505, 506 and this section are cumulative of
and shall be in addition to and independent of any and all other limitations on
the liabilities of directors or officers of the Corporation, as such, or rights
of indemnification by the Corporation to which a director or officer of the
Corporation may be entitled, whether such limitations or rights arise under or
are created by any statute, rule of law, bylaw, agreement, vote of shareholders
or disinterested directors or otherwise. Each person who serves as a director or
officer of the Corporation while Sections 505, 506 and this section are in
effect shall be deemed to be doing so in reliance on such sections. No amendment
to or repeal of Sections 505, 506 and this section, nor the adoption of any
provisions of these articles of incorporation inconsistent with such sections,
shall apply to or have any effect on the liability or alleged liability of any
director or officer of the Corporation for or with respect to any acts or
omissions of such director or officer occurring prior to such amendment, repeal
or adoption of an inconsistent provision. In any action, suit or proceeding
involving the application of Sections 505, 506 and this section, the party or
parties challenging the right of a director or officer to the benefits of such
sections shall have the burden of proof.

     Section 508. Control Transactions.

     (A) Subchapter E of Chapter 25 of the Business Corporation Law of 1988
(relating to control transactions) shall be applicable to the Corporation.

     (B) Subsection (A) shall take effect upon the amendment of 15 Pa.C.S. ss.
2524 (relating to definitions) to define "voting shares" for the purposes of
Subchapter 25E as shares of the Corporation entitled to vote generally in the
election of directors.

     Section 509. Business Combinations. Subchapter F of Chapter 25 of the
Business Corporation Law of 1988 (relating to business combinations) shall be
applicable to the Corporation.

     Section 510. Adoption of Bylaws. Except as otherwise provided in the
express terms of any series of the Preferred Stock:

          (1) The shareholders shall have the power to adopt, amend or repeal
     the bylaws of the Corporation only subject to the procedures and
     restrictions applicable to amendments of these articles of incorporation,
     including any provision of law requiring as a condition to adoption by the
     Corporation that the corporate action be approved also by the board of
     directors of the Corporation, and treating a direction by the board that
     the matter should be submitted to the shareholders, or the sufferance by
     the board that the matter be so submitted, as insufficient to satisfy the
     requirement of independent approval by the board of directors.

                                       17
<PAGE>
          (2) The board of directors of the Corporation shall have the full
     authority conferred by law upon the shareholders of the Corporation to
     adopt, amend or repeal the bylaws of the Corporation, including in
     circumstances otherwise reserved by statute exclusively to the
     shareholders. Any bylaw adopted by the board of directors under this
     paragraph shall be consistent with these articles of incorporation.

                                   ARTICLE VI.
                                  MISCELLANEOUS

     Section 601. Headings. The headings of the various sections of these
articles of incorporation are for convenience of reference only and shall not
affect the interpretation of any of the provisions of these articles.

     Section 602. Reserved Power of Amendment. These articles of incorporation
may be amended in the manner and at the time prescribed by statute, and all
rights conferred upon shareholders herein are granted subject to this
reservation.


As filed with the Department of State on October 20, 2000.




















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